Derby v. E. L. Gayvert & Co.

286 A.D. 1150, 146 N.Y.S.2d 11, 1955 N.Y. App. Div. LEXIS 5465

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: November 18, 1955
• Status: Published

Opinion

Memorandum: This is an action for a declaratory judgment, a reformation, and related relief. The plaintiffs and individual defendants are all of the stockholders of one of the corporate defendants. The complaint is divided into three causes of action. Defendants-appellants moved to dismiss each cause of action for legal insufficiency (Rules Civ. Prac., rule 106). Annexed to the complaint are numerous documents, the construction and effect of which are sharply in issue. The case presents a genuine dispute, based upon conflicting interpretations of those documents, and rendering uncertain the jural rights and relations of the parties. Declaratory relief in some form is therefore appropriate (Strobe v. Netherland Co., 245 App. Div. 573). It may be that, on the merits, plaintiffs are not entitled to the particular declarations which they have demanded, or even that the judgment should declare the parties’ rights and relations according to defendants’ theory of the ease. But in either event the complaint would state a cause of action for a declaratory judgment (Rockland Light & Power Co. v. City of New York, 289 N. Y. 45; Liebschutz v. Schaffer Stores Co., 276 App. Div. 1, 5; Manufacturers & Traders Trust Co. v. Bell, 270 App. Div. 796). We conclude that the first and second causes of action are sufficient for a declaratory judgment. The third cause of action clearly states grounds for a reformation of a contract and contains all the essential allegations therefor. All concur. (Appeal from an order of Erie Special Term denying a motion by defendants to dismiss plaintiffs’ complaint.) Present — McCurn, P. J., Vaughan, Kimball, Wheeler and Van Duser, JJ.